Amendment Relating to Exclusion of Receivables in Accounts Removed from the Trust Sample Clauses

Amendment Relating to Exclusion of Receivables in Accounts Removed from the Trust. The second sentence of Section 2.01 of the Original Receivables Purchase Agreement is hereby amended effective on the date of execution and delivery of this Amendment by each of the parties hereto as specified on the signature page hereto to read, in its entirety, as follows: Subject to Article VI hereof, as of each Business Day prior to the earlier of (A) an Appointment Date and (B) the Trust Termination Date, on which Receivables are created in the Accounts (each, a "Transfer Date"), the Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Purchaser, all of its right, title and interest in, to and under the Receivables in each Account (other than any (x) Receivables created in a Removed Account or Ineligible

Amendment Relating to Exclusion of Receivables in Accounts Removed from the Trust. The second sentence of Section 2.01 of the Original Receivables Purchase Agreement is hereby amended effective on the date of execution and delivery of this Amendment by each of the parties hereto as specified on the signature page hereto to read, in its entirety, as follows: Subject to Article VI hereof, as of each Business Day prior to the earlier of (A) an Appointment Date and (B) the Trust Termination Date, on which Receivables are created in the Accounts (each, a "Transfer Date"), the Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Purchaser, all of its right, title and interest in, to and under the Receivables in each Account (other than any (x) Receivables created in a Removed Account or Ineligible Account after the applicable Removal Commencement Date as provided in Section 2.07 or 2.08 of the Pooling and Servicing Agreement or (y) Participation Interests in Receivables in such Accounts that have been transferred to third parties) and all Collateral Security with respect thereto owned by the Seller at the close of business on such Transfer Date and not theretofore conveyed to the Purchaser, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof (including "proceeds", as defined in Section 9-306 of the UCC as in effect in the State of Vermont, and Recoveries). The parties hereto intend that this Agreement constitutes an absolute conveyance; provided, however, that to the extent that notwithstanding the intent of the parties, the Receivables are held to continue to be property of the Seller, then this Agreement shall be deemed to be and hereby is a security agreement within the meaning of Article 9 of the UCC.